SECURITIES AND EXCHANGE COMMISSION

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

DIVISION OF

INVESTMENT MANAGEMENT

October 20, 2008

John V. O'Hanlon

DechertLLP

200 Clarendon Street

Boston, MA 02116-5021

Re:

The Hartford Mutual Funds, Inc.- The Hartford Money Market Fund (File No.

811-07589)

Hartford Series Fund, Inc.-The Hartford Money Market HLS Fund (File No.

811-08629)

Dear Mr. O'Hanlon:

Your letter of September 26, 2008 requests our assurance that we would not recommend

that the Commission take any enforcement action under Sections 17(a) 1, 17(d)2 and 12(d)(3 i of

the Investment Company Act of 1940 (the "Act"), and the rules thereunder, The Hartford Mutual

Funds, Inc (the "HMF Company), on behalf of its series The Hartford Money Market Fund (the

"Fund"), Hartford Series Fund, Inc. ("HSF Company," together with the HMF Company, the

"Companies"), on behalf of its series The Hartford Money Market HLS Fund (together with the

HMMF Fund the "Funds"), Hartford Life, Inc. (the "Support Provider"), enter into the

arrangement summarized below and more fully described in the letter. Hartford Investment

Financial Services Company, LLC (the "HIFS Adviser") is an investment adviser registered

Section 17(a)(1) generally makes it unlawful for any affiliated person of a registered investment

.

company, or an affiliated person of such person, acting as principal, to knowingly sell any

security or other property to the registered investment company.

2

Section 17(d) generally makes it unlawful for any affiliated person of a registered investment

company, or any affiliated person of such a person, acting as principal, to effect any transaction

in which the registered investment company is a joint or joint and several participant with such

person in contravention of rules and regulations adopted by the Commission.

Section 12(d)(3) generally makes it unlawful for any registered investment company to acquire

any security issued by, or any interest in the business of, any broker-dealer, any person engaged

in the business of underwriting, or an investment adviser of an investment company, or an

investment adviser registered under the Investment Advisers Act of 1940.

under the Investment Advisers Act of 1940 and is the HMF Company's investment adviser. HL

Investment Advisors, LLC (together with the HIFS Adviser, the "Advisers") is an investment

adviser registered under the Investment Advisers Act of 1940 and is the HSF Company's

investment adviser. The Support Provider is under common control with the Advisers and,

therefore, an affiliated person of an affiliated person of the Funds as defined in Section 2(a)(3) of

the Act.

Each Company is an open-end management investment company that is registered with

the Commission under the Act. Each Fund is a money market fund that seeks to maintain a

stable net asset value per share of$1.00 and uses the amortized cost method of valuation in

valuing its portfolio securities as permitted by rule 2a-7 under the Act.

You state that the Fund holds in its portfolio notes (the ''Notes'') in the amounts listed in

appendix A to your letter. You state further that in light of the recent volatility in the market for

money market fund instruments including the Notes, each Adviser believes, and has conveyed to

the each Company's Board of Directors (each a "Board") its view that market conditions could

result in the Notes being valued at an amount that is under their amortized cost to such a degree

(or by such amount) that each Fund is no longer able to maintain a stable net asset value of $1.00.

You state further that the Advisers believe that the Notes continue to present minimal credit risk

and that it would not be in the best interests of the Fund and its shareholders to dispose of the

Notes at this time. You also state that in order to mitigate any negative impact from the sale or

other disposition of the Notes on the shareholders of each Fund, each Company, on behalf of its

Fund, and the Support Provider seek to enter into a capital support agreement for each Fund (the

"Agreement"), a form of which was provided to the staff.

You state that the Support Provider would be obligated to make a cash contribution to a

Fund under the Agreement in any of the following circumstances (each, a "Contribution Event"):

(i) any sale of the Notes by a Fund for cash in an amount less than the amortized cost value ofthe

Notes; (ii) receipt of a final payment on the Notes in an amount less than their amortized cost

value; (iii) issuance of an order by a court having jurisdiction over the matter discharging an

issuer-from liability for the Notes and providing for payments in an amount less than the

amortized cost value ofthe Notes; or (iv) receipt of new securities that are Eligible Securities in

exchange for or in replacement of any Notes if the amortized cost value of the new securities is

less than the amortized cost value ofthe Notes exchanged or replaced.

You state that if the Support Provider makes a cash contribution to a Fund under the

Agreement and subsequently receives additional payments from or on behalf of an issuer in

respect of a Note, the Fund will repay to the Support Provider the lesser of the amount of the

capital contribution or the amount of the subsequent payments on the Note, but in no event will

the Fund be required to make any repayments to the Support Provider that would cause the

Fund's market-based net asset value per share to fall below $0.995.

You represent with respect to each Agreement that:

(i)

The Agreement would obligate the Support Provider upon the occurrence of a

2

Contribution Event to make a cash contribution to the Fund (up to the maximum

amount in the Agreement) in an amount sufficient to maintain the Fund's net asset

value per share at $0.995 or such greater amount as may be specified under the

terms of the Agreement;

(ii)

The Fund's repayment to the Support Provider of any cash contribution if the

Fund after the cash contribution receives additional payments from or on behalf of

an issuer in respect of a Note, will be limited to the extent of any cash

contribution to the Fund by the Support Provider under the Agreement;

(iii)

The Agreement would be entered into at no cost to the Funds, and the Support

Provider would not obtain any shares from the Fund in exchange for its

contribution;

(iv)

If the Agreement is deemed to be a security within the meaning of section 2(a)(36)

of the Act, it would qualify as an Eligible Security (as defined in rule 2a-7 under

the Act) because the Support Provider has received a rating in the highest short­

term category from a Nationally Recognized Statistical Rating Organization with

respect to a class of debt obligations that is comparable in priority and security to

the Agreement;

(v)

The Board, or its delegate, has determined that the Agreement presents minimal

credit risks with respect to the Fund;

(vi)

The Fund will sell all the Notes it holds promptly on the business day immediately

prior to the termination date of the Agreement, if such sale would trigger a cash

contribution under the Agreement; and

(vii)

The Agreement would terminate following a change in the Support Provider's

short-term credit ratings, unless the Adviser puts in place a substitute arrangement

that is a First Tier Security within 15 calendar days after such occurrence. If the

Adviser is unable to put in place a substitute arrangement that is a First Tier

Security, the Fund will sell the Notes and the Support Provider would be obligated

to make the capital contribution required under the Agreement as a result of the

sale; and

(viii)

The Board has reviewed and approved the Agreement, including the aggregate

maximum capital contribution amount, and has determined that entering into the

Agreement is in the best interests of the Fund and its shareholders.

On the basis of the facts and representations in your letter, we will not recommend

enforcement action under Sections 17(a), 17(d) and 12(d)(3) of the Act, or the rules thereunder, if

the Trust, on behalf of the Fund, and RIMCo enter into the arrangement summarized above and

3

more fully described in your letter. 4 You should note that any different facts or representations

might require a different conclusion. Moreover, this response expresses the Division's position

on enforcement action only and does not express any legal conclusions on the issues presented. 5

We have considered your request for confidential treatment of your letter and our

response for a period of 120 days from the date of our response or such earlier date as the Staff of

the Division of Investment is advised that the information in your letter has been made public.

We have determined that your request is reasonable and appropriate under 17 CFR 200.81(b).

Accordingly, your letter and our response will not be made public until February 17, 2009.

Very truly yours,

Dalia Osman Blass

Senior Counsel

4

This letter confIrms oral no-action relief provided by the undersigned to John V. O'Hanlon on

September 26,2008.

5

The Division of Investment Management generally permits third parties to rely on no-action or

interpretive letters to the extent that the third party's facts and circumstances are substantially

similar to those described in the underlying request for a no-action or interpretive letter.

Investment Company Act Release No. 22587 (Mar. 27,1997) n. 20. In light ofthe very fact­

specifIc nature of the Funds' request, however, the position expressed in this letter applies only

to the entities seeking relief, and no other entity may rely on this position. Other funds facing

similar legal issues should contact the staff of the Division about the availability of no-action

relief.

4

200 Clarendon Street

27th Floor

Boston, MA 02116-5021

+1 617 728 7100 Main

+1 617 426 6567 Fax

www.dechert.com

Dechert

LLP

JOHN V. O'HANLON

john.ohanlon@dechert.com

+1 617 728 7111 Direct

+1 617 275 8367 Fax

September 26, 2008

FOIA CONFIDENTIAL TREATMENT REQUESTED

By Email and Overnight Delivery

Robert E. Plaze, Esq.

Associate Director

Division of Investment Management

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Request for No-Action Assurance under Sections 17(a), 17(d) and 12(d)(3) of the

Investment Company Act of 1940

Dear Mr. Plaze:

We are writing on behalf of The Hartford Mutual Funds, Inc. and Hartford Series Fund,

Inc. (each a "Company"), each an investment company registered under the Investment Company

Act of 1940, as amended ("1940 AcC). The Hartford Money Market Fund (a "Fund") is a series

of The Hartford Mutual Funds, Inc. for which Hartford Investment Financial Services Company,

LLC (an "Adviser") serves as the investment adviser. The Hartford Money Market HLS Fund

(also a "Fund") is a series of Hartford Series Fund, Inc. for which HL Investment Advisors, LLC

(also an "Adviser") serves as the investment adviser. We are writing to seek your assurance that

the staff of the Division of Investment Management ("Staff') will not recommend enforcement

action under Sections 17(a), 17(d) or 12(d)(3) of the 1940 Act and the rules thereunder if the each

Company, on behalf of each Fund, enters into a Capital Support Agreement for the Fund (in the

form provided to you), in the circumstances described below, with its Adviser and Hartford Life,

Inc. ("Support Provider").

Each Fund is a money market fund that seeks to maintain a stable net asset value

("NAV") per share of $1.00 and uses the amortized cost method of valuing its portfolio securities

pursuant to Rule 2a-7 under the 1940 Act. Each Fund currently holds in its portfolio the

securities listed in Appendix A ("Notes"). In light of the recent volatility in the market for money

US Austin Boston Charlotte Hartford New York Newport Beach Philadelphia Princeton San Francisco Silicon Valley Washington DC

EUROPE Brussels London Luxembourg Munich Paris ASIA Beijing Hong Kong

Dechert

LLP

market fund instruments including the Notes, the Adviser believes, and has conveyed to the board

of directors of the Company ("Board"), that market conditions could result in the Notes being

valued at an amount that is under their amortized cost to such a degree (or by such an amount)

that each Fund is no longer able to maintain a stable net asset value per share of$1.00. The

Adviser believes that the Notes continue to present minimal credit risks and has determined that it

would not be in the best interests of each Fund or its shareholders to dispose of the Notes at this

time in light of the current market environment.

In order to mitigate any negative impact current market conditions may have on

shareholders of the Fund, although under no obligation to do so, the Adviser, the Support

Provider, and the Company, on behalf of the Fund for which the Adviser is an investment adviser,

have determined to seek the authority to enter into a Capital Support Agreement for the Fund.

Under the Capital Support Agreement, the Support Provider would be obligated to provide a

l

capital contribution to the Fund if, as a result of losses realized on the Notes, the market-based

NAV per share of the Fund otherwise would drop below $0.995 or such greater amount as may be

specified under the terms of the Capital Support Agreement. The amount of any such capital

The Support Provider would be obligated to provide a capital contribution to the Fund, pursuant to

the Capital Support Agreement, if losses were realized by the Fund as a result of any of the

following occurrences: (i) any sale of the Notes by the Fund for cash in an amount, after deduction

of any commissions or similar transaction costs, less than the amortized cost value of the Note

sold as of the date of settlement; (ii) the receipt of [mal payment on the Note in an amount less

than the amortized cost value of the Note as of the date such payment is received; (iii) the issuance

of orders by a court having jurisdiction over the matter discharging the Issuer from liability for the

Note and providing for payments on that Note in an amount less than the amortized cost value of

that Note as of the date such payment is received; or (iv) the receipt of any security or other

instrument in exchange for, or as a replacement of, the Note as a result of an exchange offer, debt

restructuring, reorganization or similar transaction pursuant to which the Note is exchanged for, or

replaced with, new securities of the Issuer or a third party and such new securities are or become

"Eligible Securities," as defined in sub-paragraph (a)(lO) of Rule 2a-7, and have a value that is

less than the amortized cost of the Note on the date the Fund receives such new securities.

The Support Provider would be entitled to repayment if the Fund receives a Capital Contribution

from the Support Provider with respect to an Eligible Note and subsequently receives additional

payments from or on behalf of the Issuer in respect of the Eligible Note; in which case, the Fund

will repay the Support Provider the lesser of the amount of such Capital Contribution or the

amount of such subsequent payments, provided that in no event shall such repayment to the

Support Provider cause the Fund's net asset value per share to fall below $0.9950.

2

Dechert

LLP

contribution will be that amount necessary to maintain the Fund's market-based NAV per share at

$0.995 as specified under the terms of the Capital Support Agreement, subject to an aggregate

maximum amount set forth in the Capital Support Agreement. The Support Provider will not

receive any compensation from the Fund for entering into the Capital Support Agreement or any

Fund shares for its capital contributions to the Fund pursuant to the Capital Support Agreement.

If the Capital Support Agreement is deemed to be a security within the meaning of

Section 2(a)(36) of the 1940 Act, it would meet the requirements for a "Rated Security" under

Rule 2a-7 as such term is defined in Rule 2a-7 and in the Fund's Rule 2a-7 Policies and

Procedures, because the Support Provider has received the requisite short-term rating from an

NRSRO, as that term is defined in Rule 2a-7. As of the date of this letter, the Support Provider's

short-term debt obligations have been rated A-I by Standard &Poor's and F-l by Fitch Ratings.

The Capital Support Agreement will remain in place until no later than 5:00 p.m. Eastern

time on September 26, 2009, but would be terminated promptly following any change in the

Support Provider's short-term credit rating such that its obligations would no longer qualify as

First Tier Securities for purposes of Rule 2a-7. In such event, unless the Adviser were to obtain

another obligation or other credit support that satisfies the requirement of comparable quality to a

First Tier Security within fifteen (IS) calendar days, and during that fifteen (IS) day period the

Support Provider's obligations qualify as "Second Tier Securities" (as defined in Rule 2a-7), the

Fund would sell the Notes and the Support Provider would be obligated to make any capital

contributions required under the Capital Support Agreement as a result of such sale. Similarly, if

at 5:00 p.m. Eastern time on September 26,2009, the Fund holds any Notes the sale of which at

that time at the value determined without regard to the Capital Support Agreement would trigger

a capital contribution under the Capital Support Agreement, the Fund will sell such Notes prior to

the termination of the Capital Support Agreement.

The Board, including a majority of the Independent Directors, has approved the terms of

the Capital Support Agreement, including the aggregate maximum capital contribution amount

under the Capital Support Agreement, and determined that entering into the Capital Support

Agreement is in the best interests of the Fund and its shareholders.

Analysis

The Support Provider is an "affiliated person" of the Fund under Section 2(a)(3) of the

1940 Act. The Capital Support Agreement may be subject to Section 17(a)(I) of the 1940 Act,

which makes it unlawful for any affiliated person of a registered investment company (or any

affiliated person of such person) acting as principal knowingly to sell any security or other

property to the investment company. Currently, the Notes are classified as "Eligible Securities"

for purposes of Rule 2a-7.

3

Dechert

LLP

The proposed Capital Support Agreement may also fall within Section 17(d) of the 1940

Act, which makes it unlawful for any affiliated person (or any affiliated person of such person) of

a registered investment company to effect any transaction in which such registered investment

company is a joint, or joint and several participant, with such person in contravention of rules

adopted by the Commission.

Entering into the proposed Capital Support Agreement also may be subject to Section

12(d)(3) of the 1940 Act, which makes it unlawful for a registered investment company to

purchase or otherwise acquire any security issued by or any other interest in the business of any

person who acts as a broker, dealer or registered investment adviser. The Fund could not rely

upon the exemption provided under Rule 12d3-1 because the exemption does not extend to the

Adviser or any affiliated persons of the Adviser, such as the Support Provider.

By entering into the proposed Capital Support Agreement, the Support Provider may be

considered to have violated Section 17(a)(l) or 17(d) and the Fund may be considered to have

violated Section 12(d)(3). We submit that, notwithstanding the potential violations, entering into

the Capital Support Agreement is in the best interest of the Fund and its shareholders. The

Capital Support Agreement effectively limits the risk to the Fund and its shareholders that losses

arising from the Fund's current exposure to the Notes might cause the Fund to "break the buck."

The Staff has previously recognized that entering into a capital support agreement with an

affiliate may be appropriate in certain situations to avoid potential loss to shareholders. 2

The capital support agreement in SEI Daily Income Trust3 operates in essentially the

same fashion as the Capital Support Agreement. In SEI Daily Income Trust, the fund and its

affiliate entered into a capital support agreement designed to prevent any losses realized on the

notes from causing the fund's market based NAV per share to fall below $0.995. The capital

support agreement obligated the affiliate to make a contribution to the fund up to the maximum

specified in the capital support agreement. Furthermore, in SEI Daily Income Trust, the affiliate

agreed to not obtain any shares or other consideration from the fund for its contribution.

Similarly, the Capital Support Agreement for the Fund will be entered into by the

Company, on behalf of the Fund, the Adviser, and the Support Provider in an effort to prevent

any losses realized on the Notes from causing the Fund's market-based NAV per share to fall

below $0.995 or such greater amount as may be specified under the terms of the Capital Support

See, e.g., SEI Daily Income Trust-Prime Obligation Fund (November 9, 2007) ("SEI Daily

Income Trust") ; See also, HSBC Investor Funds-HSBC Investor Money Market Fund (Jan. 18,

2008).

Id.

4

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Agreement.

The Capital Support Agreement obligates the Support Provider to make

contributions to the Fund up to the aggregate maximum specified in the Capital Support

Agreement. The Support Provider would not obtain any shares or other consideration from the

Fund for its contribution.

Based upon the foregoing, we would appreciate you confirming to us that the Staff will

not recommend enforcement action if the Company enters into the Capital Support Agreement for

the Fund with the Adviser and the Support Provider. Please be advised that, in accordance with

the Freedom ofInformation Act and Section 200.8l(b) of the SEC's rules, we respectfully request

that this letter, the related materials and the Commission's response be granted confidential

treatment for up to 120 days from the date of the response. The information about the proposed

Capital Support Agreement is not yet public and premature disclosure may harm the Fund, the

Adviser and the Support Provider.

Please contact the undersigned at 617.728.7111 should you have any questions or

comments regarding this request.

(l..O

)J./\..~~--s--------_ .

.

Sinc~r

Iy,

(.

J hn V. O'Hanlon

5

I

Dechert

LLP

Appendix A

Fund

Issuer and Name of

Instrument

Maturity

Percent of

Fund Net

Assets as of

Principal

Amount

September

25,2008

Hartford Money

MarketHLS

Fund

The Hartford

Money Market

Fund

Wachovia Bank,

CUSIP 92976FCB7

8/4/09

0.74%

$34,000,000.00

Wachovia Bank,

NA,CUSIP

92976FBT9

10/3/08

0.81%

$34,250,000.00

Morgan Stanley,

CUSIP 61745AK73

10/7/08

0.37%

$15,600,000.00

Svenska

Handelsbanken CUSIP

86959JAVO

7/6/09

0.36%

$15,400,000.00

Wachovia Bank,

CUSIP 92976FCB7

8/4/09

0.79%

$6,000,000.00

Wachovia Bank,

CUSIP 92976FCT9

10/3/08

0.82%

$5,750,000.00

Morgan Stanley,

CUSIP 61745AK73

10/7/08

0.49%

$3,400,000.00

Svenska

Handelsbanken CUSIP

86959JAVO

7/6/09

0.51%

$3,600,000.00

6